Establishment and development of commercial companies of collective benefit and interest (BIC).

The BIC companies, in addition to seeking the benefit of their partners or shareholders, must also develop social activities, redistribution of economic activity, which are of collective benefit and interest and/or protection of the environment.

To achieve this purpose, these companies, in addition to including in their corporate name the abbreviation BIC or the words Collective Benefit and Interest, must comply with the following characteristics, in parallel to those inherent to the development of their corporate purpose: (1) establish ethical and equitable salary remuneration for its workers, (2) train and professionally develop its workers and establish professional reorientation programs for those who do not continue working in the company, (3) generate options for workers to obtain company shares and expand stress management, mental health, physical health and nutrition plans, (4) create a manual where the values and expectations of the company are consigned, (5) establish flexible work schedules including telecommuting options, (6) create job options for structurally unemployed populations such as reinserted and ex-convicts, (7) include ethnic minorities, personnel of all sexual orientations, physical abilities and gender diversity in management and suppliers, (8) partner with foundations that support social work and promote volunteerism, (9) contract with companies owned by women or minorities and companies that implement fair trade and environmental standards, (10) conduct annual audits and training on the company's environmental management, publishing the results to the public, (11) monitor its greenhouse gas emissions, implement recycling programs, use renewable energy sources, and encourage its suppliers to do the same, (12) use energy-efficient lighting systems and encourage employees to use environmentally friendly means of transportation, (13) share the company's financial statements with its employees, (14) express the company's mission statement in various corporate documents, and (15) implement fair trade practices and promote practices for suppliers to become collective owners of the company.

In order to adopt BIC status in companies that are already in operation, a bylaw amendment approved by an absolute majority of the shares or quotas will be required. Absent or dissident partners may exercise the right of withdrawal.

The administrators of the company will have a higher threshold of liability inasmuch as not only will the rules of civil liability of administrators be applicable, but they will also be liable for the breach of the social or environmental functions established in the bylaws of the BIC. Likewise, it corresponds to the shareholders (and not to the company - as stipulated in Article 25 of Law 222/95) to bring the social action of liability against the administrators and no damages may be collected therein.

The legal representative of the company must present a management report to the highest corporate body, which will be prepared in accordance with an independent standard, which must be recognized as being used for the definition, reporting and evaluation of the company's activity in social and environmental matters. The evaluation and reporting methodology shall be carried out by an independent entity that is not controlled by the BIC company and that has experience in evaluating the effects of companies in social and environmental matters, and this report shall be public.

In order for a company to lose its BIC status, the abbreviation BIC or the words " Benefit and Collective Interest Society" must be removed from its corporate name and the respective registration must be made in the commercial registry.

The Superintendence of Corporations will have jurisdictional powers to resolve disputes arising between shareholders and, and between them and the corporation, by reason of the provisions of this law.

The national government will take the necessary measures so that the entities of the executive branch, the promotion and financing funds elaborate an articulated strategy of information, visibility, promotion, creation and development of the BIC companies. It will also "encourage the development of new entrepreneurs, creators and investors who choose to form BICs under the premise of formalization, the social function of the company and the collective benefit and interest, the positive impact and/or the reduction of any negative effect on the community and the environment". These benefits should be substantial to motivate new entrepreneurs to incorporate or transform their companies into BICs.